Louisiana Revised Statutes 12:1-1001 – Authority to amend
Terms Used In Louisiana Revised Statutes 12:1-1001
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
A. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation.
B. A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
C. An amendment that extends the duration of a corporation may be adopted even after that duration expires unless one of the following conditions exist:
(1) Articles of termination or a certificate of termination has been filed and the existence of the corporation has not been reinstated.
(2) Articles of dissolution have been delivered to the secretary of state and have not been revoked.
(3) A judgment ordering dissolution has become final.
D. If the duration of a corporation has expired and the adoption of an amendment extending that duration is permissible under Subsection C of this Section, then the following shall apply:
(1) The amendment may be adopted in the same manner as if the corporation’s duration had not expired.
(2) The amendment has the same effect as if it had been adopted before the duration expired.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.